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as having the absolute power and authority to receive notices for,make decisions for, <br /> and bind all of such Persons and authorizing the Partnership to rely upon such <br /> certificates until and unless there is delivered to the Partnership a new certificate <br /> revoking the prior certificate and designating another Person) and up to two (2) <br /> alternatives)to thereafter have such power and authority. The power and authority <br /> referred to in this Section 9.2(b)(ii) refers solely to power or authority as a Limited <br /> Partner. <br /> (iii) Transfer Upon Dissolution of Marriage. In the event there is a divorce <br /> or dissolution of the marriage of a Limited Partner or Transferee,the provisions set <br /> forth under paragraph (iv) below (First Option) shall apply to any interest in the <br /> Partnership proposed to be transferred to the Limited Partner's or Transferee's spouse <br /> pursuant to such divorce or dissolution. <br /> (iv) First Option. If any Limited Partner desires to transfer all or any <br /> portion of his or her Partnership Interest,or any economic benefit therein,other than <br /> to a Related Person or as otherwise permitted herein, either during life or at death, <br /> the following provisions must be complied with: <br /> (A) If any Limited Partner determines to transfer all or any part of <br /> his/her Partnership Interest to persons other than Related Persons, he or she <br /> (or his/her Personal Representative) shall notify the General Partners in <br /> writing ("Transfer Notice") of the proposed Transfer. The Transfer Notice <br /> shall set forth the price, terms, and conditions under which the Transferor <br /> desires to sell or otherwise transfer his/her interest and the name of the <br /> proposed Transferor. <br /> (B) The Partnership shall be given the first option to purchase the <br /> Partnership Interest of the Transferor exercisable by delivery of written notice <br /> to the Transferor within thirty (30)days after the General Partner's receipt of <br /> the Transfer Notice for the lesser of: (i) the same purchase price (or other <br /> consideration) stated in the Transfer Notice or(ii) the Fair Market Value of <br /> the Partnership Interest to be Transferred, as determined by a qualified <br /> appraiser selected by the Partnership, taking into account all applicable <br /> discounts. In the event of a Transfer following the death of a Limited Partner <br /> in which no consideration passes, the purchase price shall be determined by <br /> (ii)above. In the event of a Transfer by a gift,bequest,or operation of law in <br /> which no consideration passes.the purchase price shall be determined by(ii) <br /> above in this paragraph(B). The cost of any such appraisal shall be paid one- <br /> half by the Partnership and one-half by the Transferor. <br /> (C) If the Partnership does not exercise its option to purchase the <br /> Transferor's Partnership Interest,the General Partners(pro rata,in proportion <br /> 462364.9 1/2/02 19 <br />